Wise Required Payment. As of the Third Amendment Effective Date, Lender hereby consents to (a) the sale of assets by OptiCare Acquisition Corp. ("OAC") (the "Wise Sale") pursuant to that certain Asset Purchase Agreement, dated as of January ____, 2005, by and between Wise Optical, LLC and AECC/Pearlman Buying Group, LLC, as purchaser, and OAC, as seller, a copy of which is attached hereto as Exhibit A (the "Wise APA") and (b) the execution and delivery of the Wise APA by OAC; provided (i) that the Wise APA has not
... been amended in any manner from the version attached hereto as Exhibit A, (ii) Lender shall have received evidence satisfactory to it in its sole discretion that all of the conditions precedent in the Wise APA have been satisfied, (iii) Lender shall have received a payment on the Loans from the proceeds of the Wise Sale in an amount of at least $2,500,000 ("Wise Required Payment"), which shall be applied first to the Term Loan in the amount of $50,000, which shall be applied in the inverse order of its maturity, and second to Advances under the Revolving Facility (other than the Overadvance), and (iv) that the consent of Lender hereunder shall not, in any way whatsoever, either: (x) impair, prejudice or otherwise adversely affect Lender's right at any time to exercise any right, privilege or remedy in connection with any violation of the Loan Agreement or any other Loan Document, (y) except as otherwise set forth herein, amend or alter any provision of the Loan Agreement or any other Loan Document, or (z) constitute any course of dealing or other basis for altering any of the Obligations or any right, privilege or remedy of Lender under the Loan Agreement or any other Loan Document.
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